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SKW
SKW
SKW - Skinwell Holdings - Directors` and designated advisers` dealings in
Skinwell shares pursuant to the proposed claw-back offer
SKINWELL HOLDINGS LIMITED
(formerly Placecol Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2003/02574/06)
JSE code: SKW
ISIN: ZAE000135893
("Skinwell" or "the company")
DIRECTORS` AND DESIGNATED ADVISERS` DEALINGS IN SKINWELL SHARES PURSUANT TO THE
PROPOSED CLAW-BACK OFFER
Shareholders are referred to the announcement, dated 23 July 2009, relating to:
the proposed claw-back renounceable rights offer by the company of 137 767 451
new ordinary shares to its shareholders at a subscription price of R0.05 per
rights offer share in the ratio of 140 rights offer shares for every 100
Skinwell shares held at the record date; and
the Subscription Agreement entered into between the company and WJ de Wet, LJ
Rudolph and SF Grobbelaar of Skinwell and WP van der Merwe and E Colyn,
Executives of Vunani Corporate Finance ("the subscribers"),
and are advised as follows:
Subscription Agreement:
In terms of the Subscription Agreement, the subscribers have agreed to advance
an amount of R6 888 372,55 to Skinwell and to subscribe for 137 767 451 new
Skinwell shares for a consideration of R0.05 per share ("the subscription").
The directors / advisers interest in Skinwell shares will change as a result of
the Subscription Agreement as follows:
BEFORE THE AFTER THE SUBSCRIPTION
SUBSCRIPTION
Number of Percentag Number of Percenta
Subscriber shares e shares ge
sharehold sharehol
ing ding
WJ de Wet * 14 392 581 14.6 42 392 581 17.9
LJ Rudolph * - - 2 000 000 0.8
WP van der 875 000 0.9 75 689 790 32.0
Merwe #
E Colyn # 508 500 0.5 29 961 161 12.7
* Directors
# Advisers
In terms of the Subscription Agreement, the subscribers will subscribe for all
the shares not "clawed-back" by Skinwell shareholders and accordingly the shares
reflected in the "After the subscription" column set out above may change.
Acceptance of the claw-back offer by the directors / advisers:
The directors / advisers advise that they intend to follow their rights in terms
of the claw-back offer as follows:
Name of director: WJ de Wet
Class of security: Ordinary shares
Number securities: 20 149 613
Price: R0.05
Total value: R1 007 481
Nature of transaction: Take up of claw-back rights
offer shares
Extent of interest: Direct beneficial
Clearance to deal Obtained
Name of director: CW Moolman
Class of security: Ordinary shares
Number securities: 17 699 613
Price: R0.05
Total value: R884 981
Nature of transaction: Take up of claw-back rights
offer shares
Extent of interest: Direct beneficial
Clearance to deal Obtained
Name of adviser: WP van der Merwe
Class of security: Ordinary shares
Number securities: 1 225 000
Price: R0.05
Total value: R61 250
Nature of transaction: Take up of claw-back rights
offer shares
Extent of interest: Indirect beneficial
Clearance to deal Obtained
Name of adviser: E Colyn
Class of security: Ordinary shares
Number securities: 711 900
Price: R0.05
Total value: R35 595
Nature of transaction: Take up of claw-back rights
offer shares
Extent of interest: Direct beneficial
Clearance to deal Obtained
Midrand
26 August 2009
Lead Designated Adviser
Grindrod Bank Limited
Corporate Adviser and Joint Designated Adviser
Vunani Corporate Finance
Date: 26/08/2009 08:36:27 Produced by the JSE SENS Department.
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